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<br />unsuccessful, CE shall either (i) terminate this Addendum, if feasible or (ii) if <br />termination of this Addendum is not feasible, CE shall report STANTON's breach <br />or violation to the Secretary. <br /> <br />c. Judicial or Administrative Proceedings. Either party may terminate this <br />Addendum, effective immediately, if (i) the other party is named as a defendant in <br />a criminal proceeding for a violation of HIPAA or (ii) a finding or stipulation that <br />the other party has violated any standard or requirement of HIPAA or other <br />security or privacy laws is made in any administrative or civil proceeding in which <br />the party has been joined. <br /> <br />d. Effect of Termination. Upon termination of this Addendum for any reason, <br />STANTON shall return and/or destroy (unless subject to a court order prohibiting <br />destruction or requiring production) all PHI received from CE (or created or <br />received by STANTON on behalf of CE) that STANTON still maintains in any <br />form, and shall retain no copies of such PHI or, if return or destruction is not <br />feasible, it shall continue to extend the protections of this Addendum to such <br />information, and limit further use of such PHI to those purposes that make the <br />return or destruction of such PHI infeasible. <br /> <br />6. Indemnification. <br /> <br />Each party will indemnify, hold harmless and defend the other party to this <br />Addendum from and against any and all claims, losses, liabilities, costs and other <br />expenses incurred as a result of, or arising directly or indirectly out of or in <br />connection with: (i) any misrepresentation, breach of warranty or partial- <br />fulfillment or non-fulfillment of any undertaking on the part of the party under this <br />Addendum; and (ii) any claims, demands, awards, judgments, actions and <br />proceedings made by any person or organization arising out of or in any way <br />connection with the party's performance under this Addendum. <br /> <br />7. Disclaimer. <br /> <br />CE makes no warranty or representation that compliance by STANTON with this <br />Addendum, HIPAA or the HIPAA Regulations will be adequate or satisfactory for <br />8T ANTON's own purposes or that any information in 8T ANTON's possession or <br />control, or transmitted or received by STANTON, is or will be secure from <br />unauthorized use or disclosure. STANTON is solely responsible for all decisions <br />made by STANTON regarding the safeguarding of PHI. <br /> <br />8. Certification. <br /> <br />To the extent that CE determines that such examination is necessary to comply <br />with CE's legal obligations pursuant to HIPAA relating to certification of its <br />security practices, CE or its authorized agents and/or subcontractors, may, at <br />CE's expense, examine 8T ANTON's facilities, systems, procedures and records <br />as may be necessary for such agents or subcontractors to certify to CE the <br /> <br />1514541v4 <br /> <br />A-5 <br />